bxc-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-32383


			BlueLinx Holdings Inc.
			(Exact name of registrant as specified in its charter)


Delaware		77-0627356
(State of Incorporation)		(I.R.S. Employer Identification No.)

1950 Spectrum Circle, Suite 300
Marietta	GA	30067
(Address of principal executive offices)		(Zip Code)

(770) 953-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically (Section 232.405 of this chapter) every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 27, 2023, there were 8,767,201 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended September 30, 2023

INDEX


			PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)			1
Condensed Consolidated Statements of Operations and Comprehensive Income			1
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Stockholders' Equity			3
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29

PART II. OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32

Signature			33

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net sales	$	809,981	$	1,060,761	$	2,423,852	$	3,602,445
Cost of sales	670,735		871,385		2,015,264		2,920,610
Gross profit	139,246		189,376		408,588		681,835
Operating expenses (income):
Selling, general, and administrative	91,354		91,678		271,278		274,305
Depreciation and amortization	8,089		6,688		23,758		19,952
Amortization of deferred gains on real estate	(984)		(983)		(2,952)		(2,951)
Gains from sales of property	—		—		—		(144)
Other operating expenses	1,131		1,267		5,240		2,731
Total operating expenses	99,590		98,650		297,324		293,893
Operating income	39,656		90,726		111,264		387,942
Non-operating expenses:
Interest expense, net	5,577		10,444		19,575		32,992
Other expense, net	594		(361)		1,782		916
Income before provision for income taxes	33,485		80,643		89,907		354,034
Provision for income taxes	9,103		21,134		23,247		89,844
Net income	$	24,382	$	59,509	$	66,660	$	264,190

Basic earnings per share	$	2.72	$	6.44	$	7.39	$	28.03
Diluted earnings per share	$	2.71	$	6.38	$	7.38	$	27.82

Comprehensive income:
Net income	$	24,382	$	59,509	$	66,660	$	264,190
Other comprehensive income:
Amortization of unrecognized pension gain, net of tax	225		156		689		468
Other	—		(24)		(22)		(24)
Total other comprehensive income	225		132		667		444
Comprehensive income	$	24,607	$	59,641	$	67,327	$	264,634

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	469,783	$	298,943
Receivables, less allowances of $3,614 and $3,449, respectively	297,568		251,555
Inventories, net	364,162		484,313
Other current assets	39,501		42,121
Total current assets	1,171,014		1,076,932
Property and equipment, at cost	381,593		360,869
Accumulated depreciation	(165,976)		(155,260)
Property and equipment, net	215,617		205,609
Operating lease right-of-use assets	42,145		45,717
Goodwill	55,372		55,372
Intangible assets, net	31,817		34,989
Deferred tax assets	54,898		56,169
Other non-current assets	14,596		15,254
Total assets	$	1,585,459	$	1,490,042
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	202,256	$	151,626
Accrued compensation	18,624		22,556


Finance lease liabilities - current portion	9,813		7,089
Operating lease liabilities - current portion	6,845		7,432
Real estate deferred gains - current portion	3,935		3,935
Pension benefit obligation	2,380		1,521
Other current liabilities	24,045		16,518
Total current liabilities	267,898		210,677
Non-current liabilities:
Long-term debt, net of debt issuance costs and discount	293,413		292,424
Finance lease liabilities, less current portion	267,530		265,986
Operating lease liabilities, less current portion	37,007		40,011
Real estate deferred gains, less current portion	67,550		70,403

Other non-current liabilities	20,549		20,512
Total liabilities	953,947		900,013
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Common Stock, $0.01 par value, 20,000,000 shares authorized, 8,795,908 and 9,048,603 outstanding on September 30, 2023 and December 31, 2022, respectively	88		90
Additional paid-in capital	174,906		200,748
Accumulated other comprehensive loss	(30,745)		(31,412)
Accumulated stockholders’ equity	487,263		420,603
Total stockholders’ equity	631,512		590,029
Total liabilities and stockholders’ equity	$	1,585,459	$	1,490,042

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Equity		Stockholders’ Equity Total
	Shares	Amount
Balance, December 31, 2022	9,049	$	90	$	200,748	$	(31,412)	$	420,603	$	590,029
Net income	—	—		—		—		17,812		17,812
Impact of pension plan, net of tax	—	—		—		239		—		239
Vesting of restricted stock units	67	1		(1)		—		—		—
Compensation related to share-based grants	—	—		4,569		—		—		4,569
Repurchase of shares to satisfy employee tax withholdings	(8)	—		(570)		—		—		(570)
Obligation for repurchase of shares to satisfy employee tax withholdings	(19)			(1,319)		—		—		(1,319)

Other	—	—		—		(11)		—		(11)
Balance, April 1, 2023	9,089	$	91	$	203,427	$	(31,184)	$	438,415	$	610,749
Net income	—	—		—		—		24,466		24,466
Impact of pension plan, net of tax	—	—		—		225		—		225
Vesting of restricted stock units	95	—		(1)		—		—		(1)
Compensation related to share-based grants	—	—		1,926		—		—		1,926
Repurchase of shares to satisfy employee tax withholdings	(24)	—		(2,071)		—		—		(2,071)
Obligation for repurchase of shares to satisfy employee tax withholdings	(10)	—		(913)		—		—		(913)
Common stock repurchase and retirement	(142)	(1)		(11,598)		—		—		(11,599)
Other	—	—		—		(11)		—		(11)
Balance, July 1, 2023	9,008	$	90	$	190,770	$	(30,970)	$	462,881	$	622,771
Net income	—	—		—		—		24,382		24,382
Impact of pension plan, net of tax	—	—		—		225		—		225
Vesting of restricted stock units	7	—		—		—		—		—
Compensation related to share-based grants	—	—		2,980		—		—		2,980
Repurchase of shares to satisfy employee tax withholdings	(3)	—		(281)		—		—		(281)
Obligation for shares repurchases not yet settled	(10)	—		(843)		—		—		(843)
Common stock repurchase and retirement	(206)	(2)		(17,720)		—		—		(17,722)


Balance, September 30, 2023	8,796	$	88	$	174,906	$	(30,745)	$	487,263	$	631,512

See accompanying Notes.


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Equity		Stockholders’ Equity Total
	Shares	Amount
Balance, January 1, 2022	9,726	$	97	$	268,085	$	(29,360)	$	124,427	$	363,249
Net income	—	—		—		—		133,409		133,409
Impact of pension plan, net of tax	—	—		—		156		—		156
Vesting of restricted stock units	11	—		—		—		—		—
Compensation related to share-based grants	—	—		2,162		—		—		2,162
Repurchase of shares to satisfy employee tax withholdings	(5)	—		(393)		—		—		(393)
Common stock repurchase and retirement	(81)	(1)		(6,426)		—		—		(6,427)
Other	—	—		—		20		—		20
Balance, April 2, 2022	9,651	$	96	$	263,428	$	(29,184)	$	257,836	$	492,176
Net income	—	—		—		—		71,272		71,272
Impact of pension plan, net of tax	—	—		—		156		—		156
Vesting of restricted stock units	181	2		—		—		—		2
Compensation related to share-based grants	—	—		1,775		—		—		1,775
Repurchase of shares to satisfy employee tax withholdings	(66)	(1)		(5,777)		—		—		(5,778)
Common stock repurchase and retirement	(554)	(5)		(38,995)		—		—		(39,000)
Forward contract for accelerated share repurchase agreement	—	—		(21,000)		—		—		(21,000)
Other	—	—		134		(20)		—		114
Balance, July 2, 2022	9,212	$	92	$	199,565	$	(29,048)	$	329,108	$	499,717
Net income	—	—		—		—		59,509		59,509
Impact of pension plan, net of tax	—	—		—		156		—		156
Vesting of restricted stock units	121	1		(1)		—		—		—
Compensation related to share-based grants	—	—		2,092		—		—		2,092
Repurchase of shares to satisfy employee tax withholdings	(51)	(1)		(3,618)		—		—		(3,619)
Common stock repurchase and retirement	(247)	(2)		2		—		—		—
Other	—	—		(134)		(24)		—		(158)
Balance, October 1, 2022	9,035	$	90	$	197,906	$	(28,916)	$	388,617	$	557,697

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended
	September 30, 2023		October 1, 2022
Cash flows from operating activities:
Net income	$	66,660	$	264,190
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization	23,758		19,952
Amortization of debt discount and issuance costs	989		823

Gains from sales of property	—		(144)
Deferred income tax	1,117		(939)
Amortization of deferred gains from real estate	(2,952)		(2,951)
Share-based compensation	9,475		6,029
Changes in operating assets and liabilities:
Accounts receivable	(46,013)		(20,898)
Inventories	120,151		(47,521)
Accounts payable	49,791		28,197
Taxes payable	—		612
Pension contributions	—		(677)
Other current assets	2,621		(440)
Other assets and liabilities	5,127		(197)
Net cash provided by operating activities	230,724		246,036

Cash flows from investing activities:
Proceeds from sale of assets	191		648
Property and equipment investments	(18,938)		(19,079)
Net cash used in investing activities	(18,747)		(18,431)

Cash flows from financing activities:



Common stock repurchase and retirement	(29,321)		(66,427)

Repurchase of shares to satisfy employee tax withholdings	(5,157)		(9,788)
Principal payments on finance lease liabilities	(6,659)		(7,229)
Net cash used in financing activities	(41,137)		(83,444)

Net change in cash and cash equivalents	170,840		144,161
Cash and cash equivalents at beginning of period	298,943		85,203
Cash and cash equivalents at end of period	$	469,783	$	229,364

Supplemental cash flow information:

Interest paid during the period	$	27,948	$	24,824
Taxes paid during the period	$	17,682	$	90,626

Non-cash transactions:
Property and equipment acquired under finance leases	$	11,277	$	5,995
Obligation for shares repurchases not yet settled	$<

SEC Form 10-Q filed by Bluelinx Holdings Inc.